Putting together and dissolving a business are some of the most complicated aspects of running an organization. Making the wrong decision can cost a company money, legal protection, and the ability to effectively make key decisions. The federal and State laws that govern corporate formation and structure are numerous, complex, and easy to misinterpret, which is the primary reason why working with our experienced Vero Beach corporate structure, change, restructuring and dissolution attorneys is so important. Failing to adhere to the applicable laws and regulations can subject a company to fines, governmental investigations, and litigation, all of which take away from business operations, and often damage a company’s reputation with customers and the public. In addition, if disputes do arise around any key operational areas, an experienced corporate attorney is essential to mitigating any potential damage.

Corporate Formation

The formation of a business is a key moment that should be preceded by a large amount of planning and strategizing. The structure of a business controls legal liability, taxation, methods of raising capital, and decision-making protocol. Corporations are structured to separate assets, debts, and legal liabilities from the owners, so any legal actions are limited to the corporation itself, and not an owner. Understanding corporate taxation is particularly important, because the rules differ by location, and these entities often face double taxation for any profit earned and dividends issued.

Corporations are the most complex business structures to create, and require filing a long list of documents with the state, as well as the federal government in some cases, before an entity can hold itself out as a corporation and ascend to the legal protections and financial advantages of this business type. Some of the most common documents a new corporation must file to become active include:

Articles of incorporation;

List of directors;

Stock certificates; and

Applications for state and local licenses and permits.

Obligations to file reports and other documents with various governmental authorities is an ongoing requirement directors and board members need to satisfy to remain in compliance, and the attorneys at Markarian & Hayes have extensive experience counseling new and established companies on which documents they need to produce and when.

Change and Restructuring

Restructuring a business refers to any change that seeks to reorganize the legal, operational structure, ownership, or other material aspect of a corporate entity. This decision may be voluntary and motivated by such opportunities as acquiring another company, changing owners, or rebranding the organization. However, restructuring can also come as the result of an involuntary and outside force, such as bankruptcy or a detrimental court decision. Timely legal advice is essential in these circumstances to minimize the likelihood of legal disputes, complications with restructuring, and to best protect the company’s interests.

Dissolution

Circumstances can require corporate dissolutions, which involve unwinding and dismantling corporate obligations and relationships, as well as settling with shareholders. To legally trigger this action, the shareholders and members must vote to terminate, followed by filing dissolution forms with the State and cancelling out-of-State registrations. In addition, complying with the terms of shareholder agreements, settling debts, and assessing the tax consequences of this move also need to be addressed.

Dissolution is usually precipitated by a legal dispute, and resolving this dispute will be a key part of finalizing termination. Our Vero Beach Corporate Formation, Change, Restructuring and Dissolution attorneys know how to protect owners and their businesses from detrimental outcomes, and will provide the attention and skill needed to obtain the appropriate outcome.

We know how much time and effort you put into setting up your business model and taking the steps to get the organization up and running. The attorneys at Markarian & Hayes are prepared to assist with any step of establishing, changing, or dissolving your business, and will devote the care and attention needed to get you the result you envision. Contact our Vero Beach corporate formation, change, restructuring and dissolution attorneys today for a free consultation.

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